SLE 10-K & 10-Q changes, risk factors and insider trading
Super League Enterprise, Inc. · Nasdaq · Services-Computer Integrated Systems Design · CIK 1621672 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “The video game industry is less advanced than other digital content ecosystems with regard to advertising solutions. There may not be enough spend from global brands to sustain our growth.”
Removed heading “Risks Relating to our Indebtedness”
Removed heading “We are experiencing a severe cash shortage and without sufficient additional financing we may not be able to execute our business strategy and may be required to cease operations.”
Removed heading “Our auditors have included an explanatory paragraph in their opinion regarding our ability to continue as a going concern. If we are unable to continue as a going concern, our securities will have little or no value.”
Removed heading “We have a unique community culture that is vital to our success. Our operations may be materially and adversely affected if we fail to maintain this community culture as we expand in our addressable user communities.”
Removed heading “The online gaming industry is very “hit” driven. We may not have access to “hit” games or titles.”
Removed heading “If we fail to keep our existing users and creators highly engaged, and/or acquire new users and creators, our business, profitability and prospects may be adversely affected.”
Removed heading “The ability to grow our business is dependent in part on the success and availability of mass media channels developed by third parties, as well as our ability to develop commercially successful content.”
Removed heading “Negative perceptions about our brand, or platforms, and/or business practices may damage our business and increase the costs incurred in addressing user concerns.”
Removed heading “Our new services and changes to existing services could fail to attract or retain users or generate revenue and profits.”
Removed heading “We may not be successful in our metaverse gaming strategy and investments, which could adversely affect our business, reputation, or financial results.”
Removed heading “We focus our business on our developers, creators, and users, and acting in their interests in the long-term may conflict with the short-term expectations of analysts and investors.”
Removed heading “We depend on servers to operate our service offerings with online features and our proprietary online platform. If we were to lose server functionality for any reason, our business may be negatively impacted.”
Removed heading “Our online platform and services offered through our platform may contain defects.”
Removed heading “We use third-party services and technologies in connection with our business, and any disruption to the provision of these services and technologies to us could result in negative publicity and a slowdown in the growth of our users, which could materially and adversely affect our business, financial condition and results of operations.”
Removed heading “If we are unable to successfully grow our user base, compete effectively with other platforms, and further monetize our platform, our business will suffer.”
Removed heading “We have seen the growth rate of our users fluctuate and expect it to continue to change over time. If we fail to retain users or add new users, or if our users decrease their level of engagement with our platform, revenue, bookings, and operating results will be harmed.”
Removed heading “Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may significantly harm and negatively affect our reputation and our business.”
Removed heading “Growth and engagement of our user community depends upon effective interoperability with mobile operating systems, networks, mobile devices and standards that we do not control.”
Removed heading “We are currently dependent on certain game publishers and online game platforms for a substantial portion of our revenue. In the event such publishers or online platforms change their terms and conditions impacting our ability to deploy advertising campaigns on their platforms, or otherwise engage in direct-to-consumer offers, our business, growth prospects and financial condition could be adversely affected.”
Removed heading “Risks Relating to our Indebtedness”
Removed heading “We have a significant amount of fixed obligations and indebtedness and we have incurred, and may incur in the future, significant additional debt, that could impair our liquidity and thereby harm our business, results of operations and financial condition.”
Removed heading “Despite our current indebtedness levels, we may incur additional indebtedness in the future, which could further increase the risks associated with our leverage and exacerbate the risks described above, especially in the current interest rate environment.”
Removed heading “Restrictive covenants in our Loan Agreements may limit our financial and operating flexibility, which may adversely affect our business and liquidity. Furthermore, the Loan Agreements provide our lenders with a first-priority lien against substantially all of our assets which, in the event of a default, would adversely affect our results of operations”
Removed heading “We have substantial indebtedness and may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy the obligations under our indebtedness, which may not be successful.”
Removed heading “Payment of interest on, and repayment of principal of, our indebtedness is dependent in part on cash flow generated by our subsidiaries.”
Removed heading “We may be unable to refinance our debt on terms favorable to us or at all, which would negatively impact our business and financial condition.”
Removed heading “We received a notice from Nasdaq that our common stock may be delisted from trading on the Nasdaq Capital Market if we fail to comply with the continued listing requirements, including the minimum bid price requirement and annual meeting requirement. A delisting of our common stock is likely to reduce the liquidity of our common stock and may inhibit or preclude our ability to raise additional financing.”
Removed heading “The holders of Preferred Stock are entitled to vote on an as-converted basis to common stock basis and have rights to approve certain actions.”
Largest changes
“Restrictive covenants in our Loan Agreements may limit our financial and operating flexibility, which may adversely affect our business and liquidity. Furthermore, the Loan Agreements provide our lenders with a first-priority lien against substantially all of our assets which, in the event of a default, would adversely affect our results of operations”see in full comparison
“We received a notice from Nasdaq that our common stock may be delisted from trading on the Nasdaq Capital Market if we fail to comply with the continued listing requirements, including the minimum bid price requirement and annual meeting requirement. A delisting of our common stock is likely to reduce the liquidity of our common stock and may inhibit or preclude our ability to raise additional financing.”see in full comparison
“Our auditors have included an explanatory paragraph in their opinion regarding our ability to continue as a going concern. If we are unable to continue as a going concern, our securities will have little or no value.”see in full comparison
“While we were in compliance with our debt covenants as of December 31, 2024, we may not be able to maintain compliance with the covenants in the future. A failure by us to comply with the covenants or payment requirements specified in the Loan Agreements could result in an event of default under the agreement, which would give the lender the right to declare any and all borrowings outstanding, together with accrued and unpaid interest and fees, to be immediately due and payable. …”see in full comparison
“We have a significant amount of fixed obligations and indebtedness and we have incurred, and may incur in the future, significant additional debt, that could impair our liquidity and thereby harm our business, results of operations and financial condition.”see in full comparison
“WithumSmith+Brown, PC, our independent registered public accounting firm for the fiscal years ended December 31, 2024 and 2023, has included an explanatory paragraph in their opinion that accompanies our audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023, indicating that our recurring losses from operations and negative cash flows from operations raises substantial doubt about our ability to continue as a going concern. If we are unable to obtain profitability or improve our liquidity position, we may not be able to continue as a going concern.”see in full comparison
Full comparison: every changed paragraph (142)
Risks Relating to our Indebtedness
The Company incurred net losses as disclosed in the accompanying consolidated statements of operations for the periods presented. Fiscal Years 2024 and 2023 included noncash stock compensation, amortization and impairment charges totaling $3.8 million and $17.3 million, respectively. As of December 31, 2024,2025, including the impact of noncash stock compensation and intangible asset amortization, we had an accumulated deficit ofas $270.0disclosed million.in the accompanying balance sheet. We cannot predict if we will achieve profitability soon or at all. We expecthave modified our approach to continueexpenditures to expendbetter substantialreflect financialour revenue and othernet resourcesrevenue on,levels. Such ongoing expenditures are expected to include investments in, among other things:
We may not generate sufficient revenue to offset such costs to achieve or sustain profitability in the future. We expect to continue to investmaintain heavilya inbest-in-class our operations, our online experiences,operation and business development capability related to gamesecuring platformsmarketing and publishers,advertising advertisers, sponsorsbrand and useragency acquisition,clients and delivering against their campaign objectives, to maintain as well as accelerate our market position, support anticipated future growth and to meet our expanded reporting and compliance obligations as a public company.
We intend to continue implementing our business strategy with the expectation that there will be no material adverse developments in our business, liquidity or capital requirements. If one or more of these factors do not occur as expected, it couldmay have a material adverse impact on our activities, including (i) reduction or delay of our business activities, (ii) forced sales of material assets, (iii) defaults on our obligations, or (iv) insolvency. Our planned investments may not result in increased revenue or growth of our business. We cannot assure you that we will be able to generate sufficient revenue sufficient to offset our expected cost increasescosts and planned investments in our business and platform. If we fail to achieve and sustain profitability, then we may not be able to achieve our business plan, fund our business or continue as a going concern.
We are experiencing a severe cash shortage and without sufficient additional financing we may not be able to execute our business strategy and may be required to cease operations.
As of December 31, 2024, our cash and cash equivalents amounted to $1.3 million. Our revenue for the three-month period ended December 31, 2024, was approximately $3.5 million, and we have been reliant upon proceeds from prior financings (in addition to the revenue from our operations) to fund our operations. If we do not continue to raise capital until we generate sufficient cash flow from operations to fund our operations and cover our working capital deficit, we may be required to discontinue or further substantially modify our business. We cannot be certain that additional proceeds from any offering or other financings that we may undertake will be available to us when required, if at all. The failure to raise necessary funds will have a material adverse effect on our business, financial condition, operating results and prospects.
Our auditors have included an explanatory paragraph in their opinion regarding our ability to continue as a going concern. If we are unable to continue as a going concern, our securities will have little or no value.
WithumSmith+Brown, PC, our independent registered public accounting firm for the fiscal years ended December 31, 2024 and 2023, has included an explanatory paragraph in their opinion that accompanies our audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023, indicating that our recurring losses from operations and negative cash flows from operations raises substantial doubt about our ability to continue as a going concern. If we are unable to obtain profitability or improve our liquidity position, we may not be able to continue as a going concern.
We anticipate that we will continue to generate operating losses and use cash in operations through the foreseeable future. As further set forth below, we anticipate that we will need significant additional capital, or we may be required to curtail or cease operations.
In order to continue as a going concern, we willmay require significant additional capital, which we may be unable to obtain.
Revenues generated from our operations are not presently sufficient to sustain our operations. Therefore, we willmay need to raise additional capital in the future to continue our operations. We anticipate that our principal sources of liquidity willmay not be sufficient to fund our activities to obtain long-term, sustainable profitability. In order to have sufficient cash to fund our operations to obtain long-term, sustainable profitability, we will need to raise additional equity or debt capital. There can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. We willmay be required to pursue sources of additional capital through various means, including debt or equity financings. Future financings through equity investments will be dilutive to existing stockholders. The terms of securities we may issue in future capital transactions may be more favorable for new investors. Newly issued securities may include preferences, superior voting rights, the issuance of warrants or other derivative securities, and the issuances of incentive awards under equity employee incentive plans, all of which will have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which may adversely impact our financial condition. Our ability to obtain needed financing may be impaired by such factors as the capital markets and our history of losses, which could impact the availability and cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenues and profits from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to curtail or cease operations.
Our business is highly competitive and subject to rapid changes. We face significant competition to attract and retain our users, developers, and creatorscustomers that we anticipate will continue to intensify. Should we fail to attract and retain users, developers, and creators,customers, our business and results of operations may suffer.
We compete for brand and agency customers.
We compete for both users, developers, and creators. We compete to attract and retain our users’ attention on the basis of our content and user experiences. We compete for users and their engagement hours with global technology leaders such as Amazon, Apple, Meta Platforms, Google, Microsoft, and Tencent, global entertainment companies such as Comcast, Disney, and ViacomCBS, online content platforms including Netflix, Spotify, and YouTube, as well as social platforms such as Facebook, Instagram, Pinterest, and Snap.
We rely on developers to create the content that leads to and maintains user engagement (including maintaining the quality of experiences). We compete to attract and retain developers by providing developers the tools to easily build, publish, operate, and monetize content. We compete for developers and engineering talent with gaming and metaverse platforms such as Epic Games, Unity, Meta Platforms, and Valve Corporation, which also give developers the ability to create or distribute interactive content.
We do not have any agreements with our developers that require them to continue to use our platform for any time period. In the future, if we are unable to continue to provide value to these developers and they have alternative methods to publish and commercialize their offerings, they may not continue to provide content to our platform. Should we fail to provide compelling advantages to continued use of our ecosystem to developers, they may elect to develop content on competing interactive entertainment platforms. If a significant number of our developers no longer provide content, we may experience an overall reduction in the quality of our experiences, which could adversely affect users’ interest in our platform and lead to a loss of revenue opportunities and harm our results of operations.
We expect competition to continue to increase in the future. Conditions in our market could change rapidly and significantly as a result of technological advancements, the emergence of new entrants into the market, partnering or acquisitions by our competitors, continuing market consolidation, or changing developer, creator and usercustomer preferences, which can be difficult to predict or prepare for.
Our competitors vary in size, and some may have substantially broader and more diverse offerings or may be able to adopt more lucrative payment policies or structures for developers.brands and agencies. Failure to adequately identify and adapt to these competitive pricing pressures could negatively impact our business.
We have a somewhat limited operating history as a leading creator and publisher of content experiences and media solutions across the world’s largest immersive platforms and have experienced organic and inorganic growth during certain ofprior the periods presented herein due, in large part, to the acquisitions we completed during Fiscal Year 2023 and Fiscal Year 2021.periods. However, recent growth rates may not be indicative of our future performance due to our limited operating history and the rapid evolution of our business model. We may not be able to achieve similar results or accelerate growth at the same rate as we have organically or following the completion of our recentprior acquisitions and we may not achieve our expected results, all of which may have a material and adverse impact on our financial condition and results of operations.
In addition, our rapid growth and expansion have placed, and continue to place, significant strain on our management and resources. This level of significant growth may not be sustainable or achievable at all in the future. We believe that our future growth will depend on many factors, including our ability to developcontinue diversifying and growing new sources of revenues, diversify monetization methods including our direct to consumer offerings, attract and retain competitivea gamerslarger number of brand and creators,agency increase engagement,clients, continue developing innovativeour technologies,data platform in a manner that increases demand for our products and experiences in response to shifting demand in open world gaming, increase brand awareness, and expand into new markets.services. We cannot assure you that we will achieve any of the above, and our failure to do so may materially and adversely affect our business and results of operations.
Many elements of our business are unique, evolving and relatively unproven. Our business and prospects depend on the continuing development of a leading position as a creator and publisherprovider of content experiences and media solutions acrossfor thebrands world’sinterested largestin immersivereaching platforms.and engaging audiences who play video games. The market for gaming-relatedgaming contentmedia solutions has grown significantly in recent years and continues to rapidly develop, which may present significant challenges. Our business relies upon our ability to cultivate and grow a robust community of developersclient and creatorspartner base and audiencesuccessfully members,achieve gross margins from our products and ourservices abilitythat provide sufficient resources to successfullyfund monetizeour such community through advertising and direct to consumer opportunities.operations. In addition, our continued growth depends, in part, on our ability to respond to rapid technological evolution, continued shifts in gamer trends and demands, frequent introductions of new games and titlesdemands and the constant emergence of new industry standards and practices.practices and video game platform policies and terms of use.
We generate athe significant portionmajority of our revenues from advertisingbrands and sponsorships.agencies. If we fail to attract more advertisersbrands and sponsors to our platform,agencies, or if advertisersbrands or sponsorsagencies are less willing to advertisepartner with or sponsor us, our revenues may be adversely affected.
We generate athe significant portionmajority of our revenues from brands and agencies who engage the Company to design, implement, and report upon marketing and advertising oncampaigns existingthat reach audiences of video game players across gaming and social and digital platformsplatforms. and within our owned and operated platforms, which weWe expect to furtherexpand developour volume of brand and expandagency relationships in the near future as online viewership across platforms continues to expand.future. Our revenues from advertisingbrand and sponsorshipagency campaigns partly dependdepends on the continual development of the onlinedigital advertising industry and advertisers’ willingness to allocate budgets to onlinedigital advertising intargeting the gaming and content streaming industry.gamers. In addition, companies that decide to advertise or promote online may utilize more established methods or channels, such as more established internet portals or search engines, over advertising onthrough our platform.products and services. If the onlinedigital advertising and sponsorship market does not continue to grow, or if we are unable to capture and retain a sufficient share of that market, our ability to increase our current level of advertising and sponsorship revenue and our profitability and prospects may be materially and adversely affected.
Furthermore, our core and long-term priority of utilizing unique data insights and intelligence to win more business, improve campaign performance for our clients, and expand our sources of revenue may not be fully realized. For example, our data platform may not produce valuable insights or may not enable the company to deliver superior performance relative to our competitors or when compared to alternative advertising channels chosen by our clients, or compel brands and agencies to expand their scope of business with us. While this outcome could adversely affect our operating results in the short and long-term, we believe the data platform will enable us to provide differentiated products and services in our industry.
Furthermore, our core and long-term priority of optimizing the user experience and satisfaction may limit our platform’s ability to generate revenues from advertising and sponsorship. For example, in order to provide our users and creators with an uninterrupted experience, we do not place significant amounts of advertising on our streaming interface or insert pop-up advertisements during streaming. While this decision could adversely affect our operating results in the short-term, we believe it enables us to provide a superior gamer experience on our platform, which will help us expand and maintain our current base of users and creators and enhance our monetization potential in the long-term. However, this philosophy of putting our users and creators first may also negatively impact our relationships with advertisers, sponsors or other third parties, and may not result in the long-term benefits that we expect, in which case the success of our business and operating results could be harmed.
The Company generates revenue from (i) innovativethe advertising including immersive game worldcreation and experiencedistribution publishingof in-game interactive content and in-game media products, (ii) content and technology through the production and distribution of our own, advertiserinteractive and third-partystandard content,media products designed to reach gamers, and (iii) directrevenue toshare consumerarrangements offers,with includingselect in-game items, e-commerce,video game passes and digital collectibles.creators. We have generated, and expect to continue to generate, a substantial portion of revenues using this revenue model in the near term. Although our business has experienced significantperiods of growth in recent years, there is no guarantee that our direct to consumer packagesofferings will gain significant traction to maximize our growth rate in the future, as the demand for our offeringsproducts and services may change, decrease substantially or dissipate, or we may fail to anticipate and serve userclient demands effectively.
For Fiscal Years 20242025 and 2023,2024, two customers accounted for 22% and two customers accounted for 20% andof onerevenue, customerrespectively. At December 31, 2025, three customers accounted for 14%57% of revenue,accounts respectively.receivable. At December 31, 2024, three customers accounted for 45% of accounts receivable. At December 31, 2023,2025, threeone customersvendor accounted for 55%24% of accounts receivable.payable. At December 31, 2024, two vendors accounted for 21% of accounts payable. AtThe Decemberloss 31,of 2023,or twoa substantial reduction in activity by one or more of our largest customers and/or vendors accountedcould formaterially 37%and adversely affect our business, financial condition and results of accounts payable.operations.
The loss of or a substantial reduction in activity by one or more of our largest customers and/or vendors could materially and adversely affect our business, financial condition and results of operations.
Our marketing and advertising efforts may fail to resonate with gamersbrands and creators.agencies.
Our service offerings are or may be marketed through a diverse spectrum of advertising and promotional programs such as online and mobile advertising, marketing through websites, event sponsorship and direct communications with our userbrand communityand includingagency contacts via email, blogs and other electronic means. An increasingA portion of our marketing activity is takingtakes place on social media platforms that are either outside, or not totally within, our direct control. Changes to user preferences, marketing regulations, privacy and data protection laws, technology changes or service disruptions may negatively impact our ability to reach target users and creators. Our ability to market our service offerings is dependent in part upon the success of these programs.clients. If the marketing for our service offerings fails to resonate and expand with both the gamer and metaverse community, or if advertising rates or other media placement costs increase, our business and operating results could be harmed.
The video game industry is less advanced than other digital content ecosystems with regard to advertising solutions. There may not be enough spend from global brands to sustain our growth.
Brands and agencies have a level of expectation with regard to the features and functions required from the channels and platforms where they spend their marketing and advertising budgets. The largest digital advertising ecosystems such as those created by Meta and Google provide these necessary features. Video game companies, gaming platforms and the technology providers who provide third party solutions in the video game advertising space do not yet have equivalent functionality, creating hesitancy on behalf of brands and agencies to allocate significant regular spend within these channels. We remain one of the leading companies continuing to educate brands and agencies about the opportunities and advancements within these channels and have expanded our offerings to include additional channels such as social media, digital video, and connected TV. Nevertheless, brands and agencies may not elect to shift increasing levels of spend to video game platforms as rapidly as needed to support our growth and profitability objectives.
We have a unique community culture that is vital to our success. Our operations may be materially and adversely affected if we fail to maintain this community culture as we expand in our addressable user communities.
We have cultivated an interactive and vibrant online social user community centered around online gaming and content creation. We ensure a superior user experience by continuously improving the user interface and features of our platform along with offering a multitude of user experiences with first tier service offerings. We believe that maintaining and promoting a vibrant community culture is critical to retaining and expanding our user community. We have taken multiple initiatives to preserve our community culture and values. Despite our efforts, we may be unable to maintain our community culture and cease to be the preferred platform for our target users and creators as we expand our footprint, which would be detrimental to our business operations.
The online gaming industry is very “hit” driven. We may not have access to “hit” games or titles.
Select game titles and platforms dominate competitive online gaming and open world gaming, and many new games titles and platforms are regularly introduced in each major industry segment (console, mobile and PC free-to-download). Despite the number of new entrants, only a very few “hit” titles or platforms account for a significant portion of total revenue in each segment.
The size and engagement level of our users are critical to our success and are closely linked to the quality and popularity of the game publishers with which we have licenses and the platforms on which we operate. Game publishers on our platform, including those who have entered into license agreements with us, may leave us for other gaming platforms which may offer better competition, and terms and conditions than we do. Furthermore, we may lose our licenses with certain game publishers if we fail to generate the number of gamers and creators expected by such publishers. In addition, if popular game publishers cease to license their games to us, or our activities fail to attract gamers and creators, we may experience a decline in gamer traffic, direct to consumer opportunities and engagement, which may have a material and adverse impact on our results of operations and financial conditions. Platforms on which we operate may modify or restrict our access to their platforms.
If we fail to license “hit” games or any of our existing licensed game publishers with which we currently have a license decide to breach the license agreement or choose not to continue with us once the term of the license agreement expires, or if platforms on which we operate modify or restrict our access, the popularity of our experiences and content generated across platforms may decline and the number of our users and creators may decrease, which could materially and adversely affect our results of operations and financial condition.
We have not entered into definitive licensepartnership agreements with certain gamethird publishersparties or platforms that weenhance currentlyour haveproduct relationships with,offerings and capabilities. Without the continuation of these partnerships, we may nevernot dobe so.able to offer the same capabilities to our clients.
We have established formal partnerships with multiple third parties to expand the products and services we offer our brand and agency clients. While we have certain protections with regard to our ability to maintain these relationships, these partners may choose to discontinue their relationship with the Company, thereby preventing us from offering the same products and services that currently generate a portion of our revenue. Should those partners choose not to allow us to offer their solutions to our clients, certain clients may be less likely to choose the Company to implement their marketing and advertising programs, which could materially and adversely affect our results of operations and financial condition.
We currently do not have definitive license agreements in place with game publishers and platforms for the use of certain of the game titled played on our platform, as these publishers currently permit us to integrate the specifications of the game title with our technology. We may not ever enter into license agreements with these parties in the future, instead continuing our relationship with these game publishers without a license agreement. These game publishers may unilaterally choose to discontinue their relationship with the Company, thereby preventing us from offering experiences on our platform using their game titles, as the case may be. Should those game publishers or platforms choose not to allow us to offer experiences involving their respective game titles to our users, the popularity of our experiences and competitions may decline and the number of our users and creators may decrease, which could materially and adversely affect our results of operations and financial condition.
If we fail to keep our existing users and creators highly engaged, and/or acquire new users and creators, our business, profitability and prospects may be adversely affected.
Our success depends on our ability to maintain and grow the number of users and creators using our platform, and keeping our users and creators highly engaged.
In order to attract, retain and engage users and creators and remain competitive, we must continue to develop and expand our product offerings, including internationally, implement new technologies and strategies, improve features of our platform and stimulate interactions in our user community.
A decline in the number of our users and creators in our ecosystem may adversely affect the engagement level of our users and creators, the vibrancy of our user community, or the popularity of our platform, which may in turn reduce our monetization opportunities, and have a material and adverse effect on our business, financial condition and results of operations.
We cannot assure you that our platform will remain sufficiently popular with users and creators to offset the costs incurred to operate and expand it. It is vital to our operations that we remain sensitive and responsive to evolving user preferences and offer first-tier content that attracts our users and creators. We must also keep providing users and creators with new features and functions to enable superior content viewing, and social interaction. Further, we will need to continue to develop and improve our platform and to enhance our brand awareness, which may require us to incur substantial costs and expenses. If such increased costs and expenses do not effectively translate into an improved user experience and direct to consumer-based, long-term engagement, our results of operations may be materially and adversely affected.
The ability to grow our business is dependent in part on the success and availability of mass media channels developed by third parties, as well as our ability to develop commercially successful content.
The success of our business is driven in part by the commercial success and adequate supply of third-party mass media channels for which we may distribute our content, including Twitch, YouTube and ESL.tv. Our success also depends on our ability to accurately predict which channels and platforms will be successful with the online gaming community, our ability to develop commercially successful content and distribute such content, and our ability to effectively manage the transition of our users and creators from one generation or demographic to the next. Additionally, we may enter into certain exclusive licensing arrangements that affect our ability to deliver or market our live and on-demand content on certain channels and platforms. A channel or platform may not succeed as expected or new channels or platforms may take market share and users and creators away from platforms for which we have devoted significant resources. If demand for the channels or platforms for which we are developing is lower than our expectations, we may be unable to fully recover the investments we have made, and our financial performance may be harmed. Alternatively, a channel or platform for which we have not devoted significant resources could be more successful than we initially anticipated, causing us to not be able to take advantage of meaningful revenue opportunities.
We believe that maintaining and enhancing our brand is of significant importance to the success of our business. A well-recognized brand is important to increasing the number of usersbrands and creatorsagencies who elect to engage us to implement their marketing and theadvertising level of engagement of our overall user community which is critical in enhancing our attractiveness to advertisers and sponsors.programs. Since we operate in a highly competitive market, brand maintenance and enhancement directly affect our ability to maintain and enhance our market position.
Although we have developed our brand through word of mouth referrals,referrals and key strategic partners,partnerships, as we expand, we may conduct various marketing and brand promotion activities using various methods to continue promoting our brand. We cannot assure you, however, that these activities will be successful or that we will be able to achieve the brand promotion effect we expect.
In addition, any negative publicity in relation to our service offerings, or operations, regardless of its veracity, could harm our brandsbrand and reputation. Negative publicity or public complaints from users and creators may harm our reputation, andin ifwhich complaints against us are not addressed to their satisfaction, our reputation andcase our market position could be significantly harmed, which may materially and adversely affect our business, results of operations and prospects.
Negative perceptions about our brand, or platforms, and/or business practices may damage our business and increase the costs incurred in addressing user concerns.
Expectations regarding the quality, performance and integrity of our service offerings are high. Users and creators may be critical of our brand, platform, content, service offerings, and/or business practices for a wide variety of reasons. These negative user reactions may not be foreseeable or within our control to manage effectively, including user reactions to content via social media or other outlets, components and services, or objections to certain of our business practices. Negative user sentiment about our business practices also can lead to investigations from regulatory agencies and consumer groups, as well as litigation, which, regardless of their outcome, may be costly, damaging to our reputation and harm our business.
Rapid technology changes require us to anticipate, sometimes years in advance, which technologies we must develop, implement and take advantage of in order to be and remain competitive in both the content-creation and delivery market, social media markets, and the metaverse gaming market. We have invested, and in the future may invest, in new business strategies including within metaverse gaming, a direct to consumer model, technologies, products, or games or first-tier game titles to continue to persistently engage the user and deliver the best user experience. For example, if we are unable to react quickly to new technology trends—for example the continued growth of generative Artificial Intelligence (“AI”) solutions which disrupts the ways developers create experiences or may disrupt the way users consume virtual goods—it may harm our business and results of operation. Further, social and ethical issues relating to the use of new and evolving technologies such as AI in our offerings, may result in reputational harm and liability, and may cause us to incur additional research and development costs to resolve such issues. AI presents emerging ethical issues and if we enable or offer solutions that draw controversy due to their perceived or actual impact on society, we may experience brand/or reputational harm, competitive harm, or legal liability. Failure to address AI ethics issues by us or others in our industry could undermine public confidence in AI.
Our new services and changes to existing services could fail to attract or retain users or generate revenue and profits.
Our ability to retain, increase, and engage our user base and to increase our revenue depends heavily on our ability to continue to evolve our existing services and to develop successful new services, both independently and in conjunction with developers or other third parties. We may introduce significant changes to our existing services or acquire or introduce new and unproven services, including using technologies with which we have little or no prior development or operating experience. For example, we do not have significant experience with virtual or augmented reality technology, which may adversely affect our ability to successfully develop and market our offerings within these technologies. We continue to incur substantial costs, and we may not be successful in generating profits, in connection with these efforts. In addition, the introduction of new services, or changes to existing services, may result in new or enhanced governmental or regulatory scrutiny, litigation, or other complications that could adversely affect our business and financial results. We have also invested, and expect to continue to invest, significant resources in growing our service offerings to support increasing usage of such products. If our new or enhanced services fail to engage users, marketers, or developers, or if our business plans are unsuccessful, we may fail to attract or retain users or to generate sufficient revenue, operating margin, or other value to justify our investments, and our business may be adversely affected.
We may not be successful in our metaverse gaming strategy and investments, which could adversely affect our business, reputation, or financial results.
We believe the metaverse, an embodied internet where people have immersive experiences beyond two-dimensional screens, is the next evolution in social technology. Our business strategy focuses on offerings within metaverse gaming. We expect this will be a complex, evolving, and long-term initiative that will involve the development of new and emerging technologies, continued investment in privacy, safety, and security efforts, and collaboration with other companies, developers, partners, and other participants. However, the metaverse may not develop in accordance with our expectations, and market acceptance of features, products, or services we build for the metaverse is uncertain. In addition, we have limited experience with virtual and augmented reality technology, which may enable other companies to compete more effectively than us. We may be unsuccessful in our research and product development efforts, including if we are unable to develop relationships with key participants in metaverse gaming or develop products that operate effectively with metaverse gaming technologies, products, systems, networks, or standards. Our metaverse gaming efforts may also divert resources and management attention from other areas of our business. In addition, as our metaverse gaming efforts evolve, we may be subject to a variety of existing or new laws and regulations in the United States and international jurisdictions, including in the areas of privacy and e-commerce, which may delay or impede the development of our products and services, increase our operating costs, require significant management time and attention, or otherwise harm our business. As a result of these or other factors, our metaverse gaming strategy and investments may not be successful in the foreseeable future, or at all, which could adversely affect our business, reputation, or financial results.
We focus our business on our developers, creators, and users, and acting in their interests in the long-term may conflict with the short-term expectations of analysts and investors.
A significant part of our business strategy and culture is to focus on long-term growth and developer, creator, and user experience over short-term financial results. We expect our expenses to continue to increase in the future as we broaden our developer, creator, and user community, as developers, creators, and users increase the amount and types of content they make available on our platform and the content they consume, as we continue to seek ways to increase payments to our developers, and as we develop and further enhance our platform, expand our technical infrastructure, and hire additional employees to support our expanding operations. As a result, in the near- and medium-term, we may continue to operate at a loss, or our near- and medium-term profitability may be lower than it would be if our strategy were to maximize near- and medium-term profitability. We expect to continue making significant expenditures to grow our platform and develop new features, integrations, capabilities, and enhancements to our platform for the benefit of our developers, creators, and users. Such expenditures may not result in improved business results or profitability over the long-term. If we are ultimately unable to achieve or improve profitability at the level or during the time frame anticipated by securities or industry analysts, investors and our stockholders, the trading price of our common stock may decline.
Management's Discussion & Analysis (MD&A)
New heading “Entry into Asset Purchase Agreement – Misfits Ads Business”
New heading “Acquisition of Let’s Bounce, Inc.”
New heading “NASDAQ Listing Rule 5550(a)(2)”
New heading “Nasdaq Listing Rule 5550(b)(1)”
New heading “Sale of Mineville”
New heading “Reverse Common Stock Split”
New heading “Summary Financial Results”
New heading “Sale of Mineville”
New heading “Original YP Warrant”
New heading “Interest expense, including change in fair value of promissory notes carried at fair value”
New heading “Super Biz Notes”
New heading “Belleau Wood Note”
New heading “Yield Point Convertible Note”
New heading “Improved Liquidity Due to Third and Fourth Quarter 2025 Restructuring Activities and Equity Financing”
New heading “Equity Financing”
New heading “Conversions of Debt to Equity”
New heading “Operating Cost Reductions”
New heading “Considerations as of the Date of Issuance of Financial Statements”
New heading “Equity Financings - Common Stock Issuances - Fiscal Year Ended December 31, 2025”
New heading “October 2025 PIPE Transaction”
New heading “Equity Financings - Common Stock Issuances - Fiscal Year Ended December 31, 2024”
New heading “Yield Point Equity Line of Credit”
New heading “Hudson Equity Line of Credit”
New heading “Equity Financings - Issuances of Convertible Preferred Stock”
New heading “Exchange of Series AA, AAA and AAA Junior Preferred Stock for Series B Preferred Stock”
New heading “1800 Diagonal Lending I”
New heading “1800 Diagonal Lending II”
New heading “Yield Point Convertible Note”
Removed heading “Announced Infinite Reality Transaction”
Removed heading “Bylaw Amendment”
Removed heading “Reverse Stock Split and Name Change”
Removed heading “Increase in Authorized Common Stock”
Removed heading “Acquisition of Melon, Inc.”
Removed heading “Meta Stadiums Collaboration”
Removed heading “Common Sense Networks Initiative”
Removed heading “GSTV Partnership”
Removed heading “Chartis Partnership”
Removed heading “Roblox Partner Program”
Removed heading “Agile Promissory Note”
Removed heading “1800 Diagonal Lending, LLC”
Removed heading “Compliance with NASDAQ Listing Rule 5550(a)(2) and 5620(a)”
Removed heading “Modifications to Equity-Based Awards”
Removed heading “Contingent Consideration”
Removed heading “Super Biz Acquisition”
Removed heading “Melon Acquisition”
Removed heading “Intangible Asset Impairment”
Removed heading “Interest Expense”
Removed heading “Loss on Exchange of Placement Agent Warrants”
Removed heading “Management’s Plans”
Removed heading “Entry into Loan Agreements”
Removed heading “Entry into Equity Purchase Agreement”
Removed heading “Issuances of Convertible Preferred Stock”
Removed heading “Issuances of Common Stock”
Removed heading “Account Receivable Financing Facility”
Largest changes
“Pursuant to the Diagonal Note, the following events, among other things, constitute an Event of Default: (i) failure to pay principal and interest when due; (ii) the Company fails to issue shares of Common Stock upon exercise of Diagonal’s conversion rights under the Diagonal Note; (iii) the Company’s breach of any material covenant or other material term or condition in the Diagonal note or the Diagonal Agreement, and such breach continues for a period of 20 business days after written notice from Diagonal; …”see in full comparison
“Pursuant to the Diagonal Note, the following events, among other things, constitute an Event of Default: (i) failure to pay principal and interest when due; (ii) the Company fails to issue shares of Common Stock upon exercise of Diagonal’s conversion rights under the Diagonal Note; (iii) the Company’s breach of any material covenant or other material term or condition in the Diagonal note or the Diagonal Agreement, and such breach continues for a period of 20 business days after written notice from Diagonal; …”see in full comparison
“The Belleau Note also provides for: (i) standard events of default, including (a) any default in the payment of the Belleau Principal or Belleau Interest on their respective due dates, (b) the occurrence of a Bankruptcy Event (as defined in the Belleau Note), or (c) the Company commits any material breach or default of any material provision of the Belleau Note, if not cured within 20 days following the written notice from Belleau specifying in reasonable detail such breach or default (sections (a) through (c), the “Belleau Events of Default”); …”see in full comparison
“The Belleau Note also provides for: (i) standard events of default, including (a) any default in the payment of the Belleau Principal or Belleau Interest on their respective due dates, (b) the occurrence of a Bankruptcy Event (as defined in the Belleau Note), or (c) the Company commits any material breach or default of any material provision of the Belleau Note, if not cured within 20 days following the written notice from Belleau specifying in reasonable detail such breach or default (sections (a) through (c), the “Belleau Events of Default”); …”see in full comparison
“The RP Note also provides for: (i) standard events of default, including (a) any default in the payment of the RP Principal or RP Interest on their respective due dates, (b) the occurrence of a Bankruptcy Event (as defined in the Note), or (c) the Company commits any material breach or default of any material provision of the Note, if not cured within 20 days following the written notice from the Purchaser specifying in reasonable detail such breach or default (sections (a) through (c), the “Events of Default”); …”see in full comparison
“As security for the full and prompt payment and performance of any obligations arising under the Agile Loan Agreement and the Agile Note, the Company and its Subsidiary granted to Agile a continuing first priority security interest in all the assets of the Company and its Subsidiary; provided, however, the filing of a financing statement and/or the taking of any action required to perfect Agile’s security interest in the collateral may only occur upon an event of default. …”see in full comparison
Full comparison: every changed paragraph (339)
You should read the following discussion and analysis of our financial condition and results of our operations together with our consolidated financial statements and the notes thereto appearing elsewhere in this Report. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors,” “Special Note Regarding Forward-Looking Statements” and elsewhere in this Report. All references to “Note,” followed by a number reference from one to twelve herein, refer to the applicable corresponding numbered footnotes to the consolidated financial statements contained elsewhere herein.
Super League (Nasdaq: SLE) is an audience intelligence and media activation company operating at the intersection of a 3.5-billion-person global gaming population and a $1.0 trillion global advertising market. The Company connects brands with consumers who play video games by leveraging an emerging data and activation platform that utilizes behavioral and psychographic signals to drive marketing outcomes. By combining differentiated insights, scaled media distribution, and interactive ad formats, Super League enables marketers to reach gamers, one of the largest and most influential audiences in modern culture, across gaming environments, digital video, social media, and connected television.
The Company generates revenue from brands and agencies by executing programs targeting U.S. audiences that include (i) mini-games and experiences within Roblox, Minecraft, and Fortnite, (ii) playable and rewarded video ads in mobile and immersive environments, (iii) in-game ads across mobile and PC, (iv) connected TV gaming applications and sponsorships, (v) custom integrations within games, (vi) interactive characters, and (vii) influencer content across social and digital video platforms. An additional emerging revenue source includes participation in revenue generated by select game properties.
Entry into Asset Purchase Agreement – Misfits Ads Business
On March 16, 2026, the Company, entered into an Asset Purchase Agreement (the “Misfits Purchase Agreement”) with Esports Now, LLC (“Misfits”), pursuant to which Misfits has agreed to sell certain assets strictly constituting the Misfits Ads Business (the “Misfits Purchased Assets”) to the Company, and the Company has agreed to assume certain liabilities related to the Misfits Purchased Assets (the “Misfits Transaction”).
As consideration for the Misfits Purchased Assets, the Company has agreed to pay to Misfits the following guaranteed consideration for the Misfits Purchased Assets: (A) at the consummation of the transactions contemplated by the Agreement (the “Misfits Closing”): (i) a cash payment in the amount of $1.5 million (the “Misfits Closing Cash Consideration”), (ii) 71,490 shares of common stock (the “Misfits Closing Shares”), (iii) a pre-funded common stock purchase warrant to purchase 456,631 shares of common stock (the “Misfits Pre-Funded Warrant”, and the shares issuable upon exercise of the Misfits Pre-Funded Warrant, the “Misfits PFW Shares”), and (iv) a common stock purchase warrant to purchase 528,121 shares of common stock, with an exercise price of $18.00 (the “Misfits Warrant”, and the shares issuable upon exercise of the Misfits Warrant, the “Misfits Warrant Shares”)(the Misfits Closing Shares, the Misfits PFW Shares, and the Misfits Warrant Shares are collectively, the “Misfits Closing Share Consideration”); and (B) on the one-year anniversary of the Misfits Closing, a cash payment in the amount of $300,000 (the “Delayed Cash Payment”).
Pursuant to the terms and subject to the conditions of the Purchase Agreement, up to an aggregate of (i) $1.2 million in cash (the “Misfits Earnout Cash”), and (ii) 105,571 shares of common stock, or, upon the election of Misfits, Misfits Pre-Funded Warrants to purchase 105,571 shares of common stock (the “Earnout Shares”, and collectively with the Misfits Earnout Cash, the “Misfits Earnout Consideration”). The Misfits Earnout Consideration will be payable to Misfits in connection with: (x) the achievement of certain gross profit milestones for the period beginning on the Misfits Closing until the date that is one (1) year from the date of the Misfits Closing; and (xi) the Company’s market capitalization as of the one and two year anniversary of the date of Misfits Closing.
The Purchase Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. Misfits and the Company have, among other things as set forth in the Purchase Agreement, agreed to take all necessary action such that, as soon as reasonably practicable after the Misfits Closing, the Company will cause a vacant seat on the Company’s Board of Directors to be filled by appointment by a designee of Misfits; provided, that such designee must be qualified to serve on a public company’s board of directors and meet the requirements of an “independent director” pursuant to the rules and regulations of Nasdaq.
The obligations of the Company and Misfits to consummate the Misfits Transaction are subject to certain closing conditions, including, but not limited to, (i) the receipt of the approval by the affirmative vote of a majority of the voting power of the Company’s shares present in person or represented by proxy at a stockholder meeting, to be held by the Company in order to approve the issuance of the Misfits Closing Share Consideration and, if earned, the Earnout Shares, as required by Nasdaq Listing Rule 5635(a), (ii) receipt of any necessary regulatory approvals, (iii) receipt of all necessary consents to the assignment of certain contracts from Misfits to the Company that make up a part of the Misfits Purchased Assets, and (iv) the execution and delivery of the Registration Rights Agreement (as more specifically set forth below).
The Purchase Agreement contains: (i) representations, warranties and covenants of the Company and Misfits that are customary for a transaction of this nature, including among others, covenants by Misfits regarding the validity of certain material contracts entered into between Misfits and third-parties being assigned to the Company, title to the Misfits Purchased Assets, the condition and sufficiency of the Misfits Purchased Assets, Misfit’s ownership and rights to its intellectual property, and the investment representations of Misfits; and (ii) customary indemnification provisions whereby Misfits will indemnify the Company for certain losses arising out of inaccuracies in, or breaches of, the representations, warranties and covenants of Misfits and certain other matters, subject to certain caps and thresholds.
Upon issuance of the Misfits Warrant at the Misfits Closing, the Misfits Warrant will entitle the holders to purchase that number of shares of Common Stock equal to the number of shares of Common Stock (or Misfits Pre-Funded Warrants) issued at the Misfits Closing as Misfits Closing Shares and shares underlying the Misfits Pre-Funded Warrant. The Misfits Warrants are exercisable immediately upon issuance, expire two years from the date of issuance, and have an initial exercise price of $18.00 (the “Initial Exercise Price”), subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events.
The Misfits Warrants also contain a call feature, whereby, after the Company has registered the Misfits Warrant Shares on an effective registration statement filed with the SEC, the Company has the option, but not the obligation, and in the Company’s sole and absolute discretion, to purchase the Misfits Warrant from the Holder at a price of $0.001 per share of Common Stock underlying the Misfits Warrant (the “Call Option”), in the event the closing price of the Company’s Common Stock, as listed on the Nasdaq Capital Market, is at or above $18.00 per share for 20 consecutive trading days (the “Call Trigger”). The Company’s right to exercise the Call Option will begin on the day immediately following the Call Trigger until the day that is thirty (30) calendar days thereafter, by way of delivery of a notice to exercise the Call Option to the holders of the Misfits Warrants.
Upon issuance of the Misfits Pre-Funded Warrant at the Misfits Closing, the exercise price per underlying share of common stock will be $0.001. Pursuant to the Misfits Pre-Funded Warrant, a holder will not be entitled to exercise any portion of any Misfits Pre-Funded Warrant that, upon giving effect to such exercise, would cause: (i) the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise; or (ii) the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) to exceed 4.99% of the combined voting power of all of the Company’s securities outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Misfits Pre-Funded Warrant, which percentage may be changed at the holder’s election to a higher or lower percentage not in excess of 9.99% upon 61 days’ notice to the Company. In addition, in certain circumstances, upon a fundamental transaction, a holder of Misfits Pre-Funded Warrants will be entitled to receive, upon exercise of the Misfits Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Misfits Pre-Funded Warrants immediately prior to the fundamental transaction.
At the closing of the Misfits Transaction, the Company and Misfits will enter into a registration rights agreement pursuant to which, among other matters, Misfits will be granted certain customary mandatory registration rights with respect to the Misfits Closing Shares, the Misfits Warrant Shares, and the Misfits PFW Shares.
Acquisition of Let’s Bounce, Inc.
In January 2026 the Company acquired Let’s Bounce, Inc. (“Bounce”), a marketing technology company focused on enabling scalable, measurable brand engagement inside gaming and UGC environments. The total purchase price for Bounce, which was structured as an asset acquisition, was $200,000, payable as follows: (a) $75,000 at closing; (b) $25,000 on the three-month anniversary of closing; and (c) $100,000 on the six-month anniversary of closing. In addition, pursuant to the terms and subject to the conditions of the asset purchase agreement, up to $325,000 is contingently payable in connection with the achievement of certain net revenue milestones for the Bounce assets acquired during the year ended December 31, 2026. The Bounce acquisition provides the Company with an existing pipeline of opportunities, enabling more efficient in-game marketing programs, the addition of turnkey loyalty solutions to drive advertiser outcomes, and a roadmap to more automated campaign measurement.
NASDAQ Listing Rule 5550(a)(2)
On January 2, 2025, the Company received a letter (the “Bid Price Letter”) from the Listing Qualifications Staff of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock, for 30 consecutive business days, the Company was not then currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2).
On July 8, 2025, the Company received written notice from Nasdaq that the Company regained compliance with the Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market.
Nasdaq Listing Rule 5550(b)(1)
On April 7, 2025, the Company received a letter (the “Stockholder Deficiency Letter”) from Nasdaq, notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market (the “Stockholders’ Equity Requirement”). The Stockholder Deficiency Letter also indicated that the Company does not meet the alternative compliance standards of market value of listed securities or net income from continuing operations. The Company’s failure to comply with the Stockholders’ Equity Requirement was based on the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2024, reporting the stockholders’ equity of $170,000. The Company prepared and submitted a plan of compliance (which was due within 45 calendar days from receipt of the formal notice) to Nasdaq.
On October 8, 2025, the Company received a delisting determination letter (the “Delisting Determination Letter”) in connection with the Stockholders’ Equity Requirement. The Delisting Determination Letter stated that unless the Company requested a hearing before the Panel to appeal Nasdaq’s delisting determination by October 15, 2025, trading of the common stock would have been suspended at the opening of business on October 17, 2025, and the Company’s common stock would have been delisted from Nasdaq. As of October 8, 2025, the Company requested a hearing before the Panel, which was scheduled to take place on November 11, 2025, at which the Company planned to request a suspension of delisting pending its return to compliance. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B), the hearing requested stayed the suspension of trading and delisting of the common stock pending the conclusion of the hearing process.
On October 28, 2025, the Company received a written notice from Nasdaq informing the Company that it regained compliance with Nasdaq Listing Rule 5550(b), and that the Company is in compliance with all applicable continued listing requirements. Accordingly, the hearing before a Nasdaq Hearing Panel (the “Panel”) scheduled to take place on November 11, 2025 was cancelled.
Super League Enterprise, Inc. is redefining how brands connect with consumers through the power of playable media. Through solutions within mobile games and the world’s largest immersive gaming platforms, Super League provides global brands with ads, content, and experiences that are not only seen – they are played, felt, and remembered. Boasting an award-winning development studio, a vast network of native creators, and proprietary engagement technology, Super League is a one-of-a-kind partner for brands looking to stand out in culture, spark loyalty, and drive meaningful impact. In a world where attention is earned, Super League makes brands relevant - by making them playable.
We generate revenue from (i) innovative advertising including immersive game world and experience publishing and in-game media products, (ii) direct to consumer offers, including in-game items, e-commerce, and digital collectibles, and (iii) content and technology through the production and distribution of our own, advertiser and third-party content. We operate in one reportable segment to reflect the way management and our chief operating decision maker review and assess the performance of the business.
Announced Infinite Reality Transaction
On September 30, 2024, the Company entered into a binding term sheet (the “iR Term Sheet”) with Infinite Reality, Inc. (“Infinite Reality”), whereby, subject to the satisfaction of certain conditions as more specifically set forth in the iR Term Sheet (including receipt of the approval of the Company’s stockholders), and the entry into definitive documentation, the Company will:
The Term Sheet contemplates that, subject to the satisfaction of the conditions contained therein (including approval of the iR Transaction by the Company’s stockholders), upon the consummation of the iR Transaction, Infinite Reality will beneficially own 84.9% of the issued and outstanding shares of the Company as of the Closing.
On March 28, 2025, the Company and Infinite Reality mutually agreed to terminate both the Binding Term Sheet and the iR Transactions contemplated thereby in their entirety.
Equity Exchange Agreement. On September 30, 2024, in connection with the Term Sheet and the Share Exchange, the Company entered into an Equity Exchange Agreement with Infinite Reality (the “Exchange Agreement”), pursuant to which the Company agreed, subject to the receipt of the approval of the Company’s stockholders and other customary closing conditions, to issue 2,499,090 shares of Common Stock (the “Exchange Shares”) in exchange for 139,592 shares of Infinite Reality common stock of equal value, based on the Company’s Common Stock being valued at $1.30 per share. The Exchange Agreement contains representations, warranties, and covenants of the Company and Infinite Reality that are customary for a transaction of this nature.
The Exchange Shares, once exchanged pursuant to the Exchange Agreement, will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated.
On October 29, 2024, the Company entered into an Amended and Restated Equity Exchange Agreement (the “Amended Exchange Agreement”) with Infinite Reality, which amended and restated the Exchange Agreement. Pursuant to the Amended Exchange Agreement, the Company will issue an aggregate total of 2,499,090 shares of common stock, par value $0.001 per share, in exchange for 216,831 shares of Infinite Reality common stock (“Infinite Reality Common Stock” and collectively, the “Exchange”). The Exchange will be consummated across two closings: (i) an initial closing of 1,215,279 shares of Common Stock in exchange for 105,445 shares of Infinite Reality Common Stock (the “Initial Closing”); and (ii) a second closing, subject to the approval of the Company’s stockholders, of 1,283,811 shares of Common Stock for 111,386 shares of Infinite Reality Common Stock. All other terms of the Exchange Agreement were not modified.
On March 28, 2025, the Company and Infinite Reality mutually agreed to terminate both the Amended Exchange Agreement and the Exchange contemplated thereby in its entirety.
Bylaw Amendment
On June 4, 2024, the Board approved an amendment (the “Amendment”) to the Company’s Second Amended and Restated Bylaws, effective June 4, 2024, to reduce the number of shares that are required to be present at a meeting of the Company’s stockholders (a “Meeting”) for purposes of establishing a quorum. Prior to the Amendment, the presence, in person or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock was required to establish a quorum for the transaction of business at a Meeting. As approved in the Amendment, the presence, in person or by proxy duly authorized, of the holders of not less than one-third (1/3) of the outstanding shares of stock entitled to vote will constitute a quorum for the transaction of business at a Meeting.
The Board adopted the Amendment to more practically obtain a quorum and conduct business at a Meeting. The Board based its decision on the increasing prevalence of brokerage firms opting to forgo discretionary or proportionate voting of the shares held by them in street name, which is making it increasingly difficult for companies with a large retail stockholder base to obtain a quorum of the majority. The change to the quorum requirement was made to improve the Company’s ability to hold Meetings when called.
Reverse Stock Split and Name Change
On September 7, 2023, the Company filed a certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as Amended (the “Charter”), which became effective September 11, 2023, to change the name of the Company from Super League Gaming, Inc. to Super League Enterprise, Inc. (the “Name Change”) and to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of 1-for-20 (the “Reverse Split”). The Name Change and the Reverse Split were approved by the Board on July 5, 2023, and approved by the stockholders of the Company on September 7, 2023. Refer to Note 7 for additional information regarding the Reverse Split.
All references to common stock, warrants to purchase common stock, options to purchase common stock, restricted stock, share data, per share data and related information contained in the financial statements have been retroactively adjusted to reflect the effect of the Reverse Split for all periods presented.
Increase in Authorized Common Stock
On May 30, 2023, the Company filed a certificate of amendment to its Charter increasing the number of authorized shares of common stock from 100,000,000 to 400,000,000. The Board previously approved the amendment on March 17, 2023, and the Company obtained the approval by written consent of its stockholders holding greater than 50% of the voting securities of the Company on April 5, 2023.
In connection with the Name Change, the Company also changed its Nasdaq ticker symbol to “SLE” from “SLGG.”
Sale of Mineville
On May 19, 2025, the Company entered into a Membership Interest Purchase and Sale Agreement (the “Mineville Purchase Agreement”) with Mineville, LLC a Delaware limited liability company (“Purchaser”), pursuant to which the Company agreed to sell, and Purchaser agreed to purchase, 100% of the membership interests (the “Interests”) of InPvP, LLC (“InPvP”). Prior to the Mineville Sale, InPvP was a wholly owned subsidiary of the Company that owned and operated the Company’s Mineville digital offering. The closing of the Mineville Sale occurred simultaneously with the execution of the Mineville Purchase Agreement. The Purchaser paid cash consideration totaling $350,000 at the Mineville Closing to acquire the Interests.
The parties also agreed upon separate terms for an ongoing commercial relationship whereby the Company was granted the rights to ad sales and brand integration (the “Sales Rights”) to all of Purchaser’s Microsoft servers for a term of two years (the “Sales Term”). The Company has exclusive Sales Rights for the first year of the Sales Term, and non-exclusive Sales Rights during the second year. During the Sales Term, the revenue generated from the Sales Rights will be allocated among the Company and Purchaser as follows: (i) the Company will retain 60% of the net revenue until gross sales revenue exceeds $1.0 million; (ii) after gross sales revenue exceed $1.0 million, the Company will retain 50% of the net revenue through the remainder of the Sales Term; and (iii) if gross sales revenue exceeds $1.5 million during the Sales Term, the Sales Term shall renew automatically for one additional year on the same terms as the second year of the Sales Term.
Reverse Common Stock Split
On January 16, 2026, the Company filed an amendment (the “2026 Amendment”) to the Company’s Third Amended Certificate, to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio of 1-for-12 (the “2026 Reverse Split”). The 2026 Amendment became effective on January 23, 2026. As a result of the 2026 Reverse Split, every 12 shares of the Company’s issued and outstanding common stock was automatically combined and converted into one issued and outstanding share of common stock.
On June 17, 2025, the Company filed a certificate of amendment (the “June 2025 Amendment”) to its Second Amended and Restated Certificate of Incorporation, which became effective as of June 23, 2025, to effect a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of 1-for-40 (the “2025 Reverse Split”). As a result of the 2025 Reverse Split, every 40 shares of the Company’s issued and outstanding common stock was automatically combined and converted into one issued and outstanding share of common stock.
All references to common stock, warrants to purchase common stock, options to purchase common stock, restricted stock, share data, per share data and related information contained in the financial statements have been retroactively adjusted to reflect the effect of the 2026 Reverse Split (and all other reverse splits described herein) for all periods presented.
Impairment Charges. In the fourth quarter of 2023, we recorded a non-cash impairment charge related to our partner relationship related intangible assets, comprised primarily of our Microsoft Minecraft server and InPvP developed technology intangible assets originally acquired in connection with the acquisition of Mobcrush, Inc., in June 2021. The Company assesses the recoverability of long-lived assets whenever events or changes in circumstances indicate that their carrying value may not be recoverable. Factors we consider important, which could trigger an impairment review, include significant underperformance relative to expected historical or projected future operating results, and significant changes in the manner of our use of the acquired assets or the strategy in the context of our overall business. Due to underperformance relative to historical and projected future operating results and a decision to deploy resources in other areas of the business, we performed an impairment analysis and determined that the sum of the expected undiscounted future cash flows resulting from the use of the assets was less than the carrying amount of the assets, resulting in an impairment loss totaling $7.1 million, which is recorded in the accompanying consolidated statements of operations for Fiscal Year 2023.
Loss on intangible asset disposal. In June 2023, the Company assigned the intangible assets originally acquired in connection with the Company’s acquisition of Bannerfy in fiscal year 2021, to the original sellers. The assets were disposed of in connection with management’s review of operations and decision to allocate resources elsewhere. As a result, the Company recorded a write-off of net developed technology related intangible assets acquired in connection with the acquisition of Bannerfy totaling $2.3 million, which is included in “Loss on intangible asset disposal” in the accompanying consolidated statements of operations for Fiscal Year 2023.
We believe Fiscal Year 2025 marked a pivotal step forward for Super League as we streamlined our operations, executed key financial transactions resulting in a debt-free balance sheet, launched innovative partnerships, and re-aligned the Company’s focus toward reaching sustainable growth. We remain focused on the long-term growth opportunity at the intersection of interactive entertainment and playable media, and we continue to position Super League at the forefront of this dynamic space. During Fiscal Year 2025, we continued our mission of transforming how brands engage with consumers through the power of playable media, delivering ads, content, and immersive experiences that are seen and played, and therefore remembered, across mobile games and the world’s largest immersive gaming platforms. We continued to execute with respect to our revenue diversification strategy, our focus on significantly lowering our operating cost structure, our focus on turnkey low-friction product solutions, and continued to forge new partnerships that expand our brand partner and client base.
Fiscal Year 2025 and recent corporate and operational highlights included the following:
Native Playables are interactive ads that match the gameplay a consumer is already enjoying and are available in more than 25 popular mobile game formats. Native matching leads to higher ad performance across key metrics, with return on ad spend as high as 13x compared to standard playable ads. A brand’s video creative can also run in sync with the playable unit, ensuring consumers both watch and interact with a brand’s tested and approved messaging, logos, and iconography.
Continued expansion into mobile games is a key pillar of our revenue diversification. We believe that this partnership strengthens Super League’s ability to deliver full-funnel value - from awareness to targetable, measurable conversion - through scalable, brand-safe media. Native Playables reach audiences who play the world’s most downloaded casual and hyper-casual mobile games, further broadening Super League’s solutions for brands and agencies to engage the tens of millions of Millennials and Gen X who play, alongside the Gen Z and Gen Alpha consumers who also play Roblox, Minecraft, and Fortnite.
Summary Financial Results
Revenue for Fiscal Year 20242025 and 20232024 totaled $16.2$11.3 million and $25.1$16.2 million, respectively, reflecting a year over year decrease of 35%.30%. The decrease in revenue for theFiscal periodsYear presented2025 reflected a mix of industry softness in ad sales, stemming from macro environmental factors and uncertainties, including uncertainties around the impact of shifting tariff policies, consumer spending softness, continued need for market education and adoption of immersive platforms as a marketing channel, structural shifts in platform ad ecosystems, the shift of certain revenues and program start delays to future periods by advertisers, and a reduction in Minehutdirect relatedto media salesconsumer revenues indue connection withto the sale of our Minehut digital property in the first quarter of 2024.2024, and the sale of our Mineville digital property in May 2025. Cost of revenue for Fiscal Year 20242025 and 20232024 was $10.1$6.7 million and $15.3$10.1 million, respectively, reflecting a year over year decrease of 34%,33%, driven primarily by the related decrease in Fiscal Year 20242025 revenues, compared to the prior year. As a percentpercentage of revenue, gross profit for Fiscal Year 20242025 was 38%,40%, relativelycompared consistentto with the 39%a gross profit percentage of 38% for the prior year period.
Total operating expense for Fiscal Year 20242025 decreased to $22.9$17.6 million, compared to $42.6$22.9 million in the comparable prior year period. Operating expense for Fiscal Year 2023 included aggregateExcluding noncash impairment and loss on intangible asset disposal charges totaling $9.3 million, and net contingent consideration charges of $1.1 million. Excluding the noncash impairment charges and net contingent consideration charges, the decrease in total operating expense reflects decreases in cloud services and other technology platform costs and decreases in personnel, marketing and other corporate costs, resulting from ongoing cost reduction and optimization activities. Excluding noncash stock compensation expense, amortization expense, intangible asset impairment charges, legal settlement charges and mark to market related fair value adjustments, operating expense for Fiscal Year 20242025 was $18.2$13.1 million, compared to $25.1$18.2 million, reflecting a 27%28% reduction in operating expense, compared to Fiscal Year 2023.2024.
Net loss for Fiscal Year 2024,2025, which includes the impact of significant mark to market related credits as described below, and noncash stock compensation, and amortization, as summarized below, was $16.6$20.7 million or $(2.3540.43) per share, compared to a net loss of $30.3$16.6 million,million or $(13.671,123.63) per share, in the comparable prior year period. The calculation of net loss per share amounts for Fiscalall Yearperiods 2024presented andretrospectively 2023 included noncash common stock dividend and deemed dividend (Fiscal Year 2023 only) related direct charges to accumulated deficit totaling $4.4 million and $7.9 million, respectively, as described at Note 2. Excludingreflect the impact of the noncash2026 commonReverse stockStock dividendSplit anddescribed deemedelsewhere dividend related direct charges to accumulated deficit, net loss per share for Fiscal Year 2024 and 2023 was $(1.86) and $(10.84), respectively.herein.
Net loss for Fiscal Year 2025 included the impact of significant non-cash debt related fair value mark-to-market and extinguishment charges primarily associated with our debt and capitalization table restructuring, totaling $7.2 million, respectively. The calculation of net loss per share for Fiscal Year 2025 and 2024 included net noncash common stock dividend and deemed dividend (Fiscal Year 2025) related direct charges to accumulated deficit totaling $790,000 and ($4.4 million), respectively, as described at Note 2. Excluding the impact of the noncash common stock dividend and deemed dividend related direct charges to accumulated deficit, net loss per share for Fiscal Year 2025 and 2024 was $(42.03) and $(889.19), respectively. The net loss per share amounts for all periods presented retrospectively reflect the impact of the 2026 Reverse Stock Split described elsewhere herein.
What changed in the latest 10-Q
Risk Factors
Full comparison: every changed paragraph (7)
Risks Related to the Misfits AcquisitionTransaction
We may experience difficulties in integrating the assets purchased and contracts assumed in the Misfits AcquisitionTransaction into our business and in realizing the expected benefits of the Misfits Acquisition.Transaction.
The success of the Misfits AcquisitionTransaction will depend in part on our ability to realize the anticipated business opportunities from combining the Misfits Purchased Assets with our business in an efficient and effective manner. The integration process could take longer than anticipated and could result in the loss of key employees, the disruption of our current and ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, employees or other third parties, or our ability to achieve the anticipated benefits of the Transaction, and could harm our financial performance. If we are unable to successfully or timely integrate the Misfits Purchased Assets with our business, we may incur unanticipated liabilities and be unable to realize the revenue growth, synergies and other anticipated benefits resulting from the Misfits Acquisition,Transaction, and our business, results of operations and financial condition could be materially and adversely affected.
We have incurred significant costs in connection with the Misfits Acquisition.Transaction. The substantial majority of these costs are non-recurring expenses related to the Misfits Acquisition.Transaction. We may incur additional costs in the integration of the Misfits Purchased Assets into the Company’s business, and may not achieve cost synergies and other benefits sufficient to offset the incremental costs of the Misfits Acquisition.Transaction.
The Misfits AcquisitionTransaction will present challenges associated with integrating operations, personnel, and other aspects of the Misfits Purchased Assets and assignment of contracts, which may have liabilities associated therewith, and which may be known or unknown by the Company.
The results of the combined company following the Misfits AcquisitionTransaction will depend in part upon the Company’s ability to integrate the Misfits Purchased Assets with the Company’s business in an efficient and effective manner. The Company’s attempt to integrate the Misfits Purchased Assets may result in significant challenges, and the Company may be unable to accomplish the integration smoothly or successfully. In particular, the necessity of coordinating geographically dispersed organizations and addressing possible differences in corporate cultures and management philosophies may increase the difficulties of integration. The integration may require the dedication of significant management resources, which may temporarily distract management’s attention from the day-to-day operations of the Company’s business. In addition, the integration of the Misfits Purchased Assets may adjust the way in which the Company has conducted its operations and utilized its assets, which may require retraining and development of new procedures and methodologies. The process of integrating the purchased assets and making such adjustments after the Transaction could cause an interruption of, or loss of momentum in, the activities of the Company’s businesses and the loss of key personnel. Employee uncertainty, lack of focus, or turnover during the integration process may also disrupt the businesses of the Company. Any inability of management to integrate the purchased assets successfully could have a material adverse effect on the business and financial condition of the combined company.
The October 2025 PIPE included the sale of certain Common Stock Purchase Warrants (“October Warrants”) and Pre-Funded Common Stock Purchase Warrants (“PIPE Pre-Funded Warrants”) to purchase our common stock with initial exercise prices of $1.00 per share (or $12.00 per share after giving effect to the 2026 Reverse Split), and $0.00001 per share, respectively. As of MarchJune 31,30, 2026, approximately 1,666,667 October Warrants remain outstanding with an exercise price of $12.00 per share, and 1,112,707888,491 PIPE Pre-Funded Warrants remain outstanding with an exercise price of $0.00001 per share.
Management's Discussion & Analysis (MD&A)
New heading “Three Months Ended June 30, 2026 as compared to the Three Months Ended June 30, 2025”
New heading “Six Months Ended June 30, 2026 as compared to the Six Months Ended June 30, 2025”
New heading “Deferred Financing Costs”
New heading “Acquisition of Misfits Ads Assets”
New heading “Equity Financings”
New heading “Series C Preferred Redemption”
New heading “1800 Diagonal Lending II”
Removed heading “Gain on Sale of Minehut Assets”
Largest changes
“On May 12, 2025, the Company and Diagonal entered into a Securities Purchase Agreement, pursuant to which the Company issued a Convertible Promissory Note (the “Diagonal II Note”) in the principal amount of $145,200 (the “Diagonal II Principal”), for which the Diagonal II Note, among other things, (a) matured on February 15, 2026 (unless otherwise accelerated upon an Event of Default (as defined below)) (the “Diagonal II Maturity Date”), (b) accrued interest at a rate of 10% per annum on the unpaid principal balance from the date the Diagonal II Note was issued (the “Diagonal II Issuance …”see in full comparison
“Three Months Ended June 30, 2026 as compared to the Three Months Ended June 30, 2025”see in full comparison
“Six Months Ended June 30, 2026 as compared to the Six Months Ended June 30, 2025”see in full comparison
“Our estimates of future cash requirements and available liquidity are based on estimates and assumptions and our actual cash requirements may differ materially from our current expectations. …”see in full comparison
“Since approximately May 2024, the Company implemented a number of operating expense reduction initiatives designed to decrease future operating cash outflows. These actions included workforce optimization, vendor contract renegotiations, reduced discretionary spending, and restructuring of non-core activities. Excluding noncash charges, these operating expense reductions resulted in a decrease in operating expense of 15% and 12% for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, respectively. …”see in full comparison
Full comparison: every changed paragraph (89)
In October 2025, the Company entered into Securities Purchase Agreements (the “PIPE Purchase Agreement”) with certain accredited investors (the “Purchasers”), relating to the Company’s offering of an aggregate of (a) 332,084 shares (the “PIPE Shares”) of the Company’s common stock, at a price per share equal to $12.00 and (b) Pre-Funded Warrants to purchase 1,334,584 shares of common stock (the “PIPE Pre-Funded Warrants”) at a price per PIPE Pre-Funded Warrant equal to same price as that for PIPE Shares minus $0.00001, and the remaining exercise price of each PIPE Pre-Funded Warrant will equal $0.00001 per share, for gross proceeds to the Company of approximately $20,000,000, before deducting offering costs and expenses (as referenced herein, “October 2025 PIPE”)
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed financial statements and the related notes included elsewhere in this interim report. Our condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP.GAAP”). The following discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies that are signified by the words “expect,” “anticipate,” “intend,” “believe,” or similar language. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Our business and financial performance are subject to substantial risks and uncertainties. Actual results could differ materially from those projected in the forward-looking statements. In evaluating our business, you should carefully consider the information set forth under the heading “Risk Factors” included Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as well as in Item II, Part 1A of this Quarterly Report on Form 10-Q (this “Report”). Readers are cautioned not to place undue reliance on these forward-looking statements.
Misfits AcquisitionTransaction
On March 16, 2026, the Company entered into an asset purchase agreement (the “Misfits Asset Purchase Agreement”) with Esports Now, LLC (“Misfits”), pursuant to which Misfits agreed to sell certain assets strictly constituting the Misfits Ads Businessassets (the “Misfits Purchased Assets”) to the Company, and the Company agreed to assume certain liabilities related to the Misfits Purchased Assets (the “Misfits AcquisitionTransaction”).
On March 20, 2026, the Company filed a preliminary proxy statement with the Securities and Exchange Commission (“SEC”),SEC, followed by the filing of a definitive proxy statement with the SEC on April 2, 2026 (the “Misfits Proxy Statement”). The Misfits Proxy Statement solicited the approval of the issuance of an aggregate of 1,161,813 shares of common stock to be issued as consideration in connection with the Misfits AcquisitionTransaction (the “Issuance Proposal”) by the affirmative vote of a majority of the voting power of the Company’s shares present at a special meeting of the Company’s stockholders, scheduled for April 30, 2026 (the “Special Meeting”).
On April 30, 2026, at the Special Meeting, the Company’s stockholders approved the Issuance Proposal. On May 1, 2026 (the “Misfits Closing Date”), the Company and Misfits consummated the Misfits AcquisitionTransaction (the “Misfits Closing”).
Misfits AcquisitionTransaction Consideration. At the Misfits Closing, the Company paid the following consideration for the Misfits Purchased Assets: (i) a cash payment in the amount of $1.5 million (the “Misfits Closing Cash Consideration”), (ii) 26,768 shares of common stock (the “Misfits Closing Shares”), (iii) a pre-funded common stock purchase warrant to purchase 509,682 shares of common stock (the “Misfits Pre-Funded Warrant,” and the shares issuable upon exercise of the Misfits Pre-Funded Warrant, the “Misfits PFW Shares”), and (iv) a common stock purchase warrant to purchase 536,450 shares of common stock, with an exercise price of $18.00 (the “Misfits Warrant”, and the shares issuable upon exercise of the Misfits Warrant, the “Misfits Warrant Shares”)(the Misfits Closing Shares, the Misfits PFW Shares, and the Misfits Warrant Shares collectively, the “Misfits Closing Share Consideration”). Pursuant to the terms and subject to the conditions of the Misfits Asset Purchase Agreement, on the one-year anniversary of the Misfits Closing, the Company will pay an additional cash payment in the amount of $300,000 (the “Delayed Cash Payment”).
In addition, pursuant to the terms and subject to the conditions of the Misfits Asset Purchase Agreement, on the one-year anniversary of the Misfits Closing, the Company may pay up to an aggregate of (i) $1.2 million in cash (the “Misfits Earnout Cash”), and (ii) 105,571 shares of common stock, or, upon the election of Misfits, Misfits Pre-Funded Warrants to purchase 105,571 shares of common stock (the “Misfits Earnout Shares”, and collectively with the Misfits Earnout Cash, the “Misfits Earnout Consideration”). The Misfits Earnout Consideration will be payable to Misfits in connection with: (i) the achievement of certain gross profit milestones for the period beginning on the Misfits Closing Date until the date that is one year from the date of the Misfits Closing; and (ii) the Company’s market capitalization as of the one and two year anniversary of the Misfits Closing Date.
Brand Partnership Agreement. In connection with the Misfits Closing and the entrance into the Misfits Purchase Agreement, the Company and Misfits entered into an exclusive brand partnership agreement dated May 1, 2026 (the “Brand Partnership Agreement”), pursuant to which Misfits agreed to grant certain preferred rights (the “Misfits Preferred Rights”) to the Company for purposes of selling brand partnerships where a third-party brand may be advertised (via sponsorships, marketing, brand endorsements, product placements, brand integrations and other similar associations) (collectively, “Partnerships”) in certain games in the Misfits Roblox game portfolio (the “Misfits Games”).portfolio. The initial term of the Brand Partnership Agreement is one year, subject to extension by mutual agreement. The Brand Partnership Agreement may be terminated upon written notice by the parties.
Registration Rights Agreement. In connection with the closing of the Misfits AcquisitionTransaction and the entrance into the Misfits Purchase Agreement, the Company and Misfits entered into a registration rights agreement dated May 1, 2026 (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the SEC on or prior to the 90th calendar day following the Misfits Closing Date, for purposes of registering the Misfits Closing Shares, the Misfits Warrant Shares, and the Misfits PFW Shares (the “Misfits Registration Statement”). The Company agreed to use commercially reasonable efforts to have such Registration Statement declared effective within the time period set forth in the Registration Rights Agreement, and to keep the Registration Statement effective until the date that all registrable securities covered by the Registration Statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144.
Other. The closing of the Misfits AcquisitionTransaction and the integration of the Misfits Purchased Assets involves certain risks and uncertainties, including, among other things, risks related to our ability to successfully integrate the Misfits Purchased Assets into our operations; our ability to implement plans, forecasts and other expectations with respect to the Misfits Purchased Assets; our ability to realize the anticipated benefits of the Misfits Acquisition,Transaction, including the possibility that the expected benefits from the Misfits AcquisitionTransaction will not be realized or will not be realized within the expected time period; the achievement of the revenue milestones and payment of the Misfits Earnout Consideration; the outcome of any legal or governmental proceedings related to the Misfits AcquisitionTransaction or otherwise; the negative effects of the announcement of the Misfits AcquisitionTransaction on the market price of our common stock or on our operating results; significant Misfits AcquisitionTransaction costs; unknown liabilities; attracting new customers and maintaining and expanding our existing customer base; our ability to scale and update our platform to respond to customers’ needs and rapid technological change; increased competition on our market and our ability to compete effectively; and expansion of our operations and increased adoption of our platform internationally.
Other. In connection with the closing of the Misfits Acquisition,Transaction, pursuant to the terms of the applicable underlying common stock warrant agreements, the exercise price on certain of the common stock purchase warrants issued in connection with the October 2025 PIPE, representing the right to purchase an aggregate 2.7 million shares of common stock, was reset to the floor price, as defined in the underlying common stock purchase agreements, orranging from $4.99 to $6.84 per share ($5.14 for placement agent warrants issued for the purchase of 71,000 shares of common stock),share, from $12.00 per share.
In January 2026 (“Bounce Effective Date”) the Company acquired Let’s Bounce, Inc. (“Bounce”), a marketing technology company focused on enabling scalable, measurable brand engagement inside gaming and UGC environments. The total purchase price for Bounce, which was structured as an asset acquisition, was $200,000, payable as follows: (a) $75,000 at closing; (b) $25,000 on the three-month anniversary of closing; and (c) $100,000 on the six-month anniversary of closing. In addition, pursuant to the terms and subject to the conditions of the asset purchase agreement (“Bounce Asset Purchase Agreement,Agreement”), up to $325,000 is contingently payable in connection with the achievement of certain net revenue milestones for the Bounce assets acquired during the year ended December 31, 2026.2026 (“Bounce Contingent Consideration”) (the “Bounce Acquisition”). The Bounce acquisitionAcquisition provides the Company with an existing pipeline of opportunities, enabling more efficient in-game marketing programs, the addition of turnkey loyalty solutions to drive advertiser outcomes, and a roadmap to more automated campaign measurement. Refer to Note 4 for additional information.
Investment in Hide or DieOOF! Roblox Game
In January 2026, the Company acquired economic and contractual interests in the Roblox digital property commonly referred to as “Hide or DieOOF!,” (“HODHOO”) (formerly known as Hide or Die!) pursuant to an Investment and Brand Partnership Agreement (“HODHOO Agreement”) dated January 5, 2026 (“HODHOO Effective Date”). HODHOO is a Top 100 Roblox game (source: Rotrends) that has been visited more than 570 million times in 16 months. The investment reflects a transition from strategy to execution as the Company begins securing ownership positions in cash-generating assets within the gaming content and media economy, establishing a foundation for future digital-asset-based initiatives aligned with owned revenue streams.
Pursuant to the HODHOO Agreement, the Company transferred total consideration of $202,000 in exchange for certain rights associated with the Hide or DieOOF! digital property. The consideration consisted of $165,000 in cash and 4,326 shares of the Company’s restricted common stock valued at $37,000. In connection with the investment, the Company obtained (i) a fifteen percent (15.0%) equity ownership interest in Hide or DieOOF!, (ii) a contractual right to receive fifteen percent (15.0%) of Hide or DieOOF!’s gross revenue, as paid in Robux, post-Roblox split, for the existence of the game, (iii) a contractual right to receive a twelve percent (12.0%) fee on certain direct brand transactions, and (iv) exclusive rights with respect to certain brand partnership opportunities and related placement economics. The agreement also contains a right of first refusal with respect to future sales of equity ownership interests and economic interests in the property.
Three Months Ended June 30, 2026 as compared to the Three Months Ended June 30, 2025
Revenue for the three months ended MarchJune 31,30, 2026 totaled $3.0 million, anrelatively increaseconsistent ofwith $285,000revenue ortotaling 10%, compared to $2.7$3.0 million for the comparable prior year quarter. Cost of revenue for the three months ended MarchJune 31,30, 2026 increased $427,000,$73,000, or 28%4% to $1.9$1.8 million, compared to $1.5$1.7 million in the comparable prior year quarter, driven primarily by the 10% increase in quarterly revenues for the same periods.quarter. As a percentage of revenue, gross profit for the three months ended MarchJune 31,30, 2026 was 36%,41%, compared to 44% for the comparable prior year quarter.
Total operating expense for the three months ended MarchJune 31,30, 2026 increased $409,000,$436,000, or 8%10% to $5.2$4.9 million, compared to $4.8$4.5 million in the comparable prior year quarter. Excluding noncash stock compensation expense, intangible asset amortization expense, mark to market related fair value adjustments, and other noncash charges (collectively, “noncash charges and credits”), totaling $1.7$2.0 million and $817,000,$1.0 million, respectively, operating expense for the three months ended MarchJune 31,30, 2026 and 2025 was $3.6$2.9 million and $4.0$3.4 million, respectively, reflecting a $436,000,$499,000, or 11%15% decrease compared to the prior year quarter, reflecting the impact of our ongoing focus on cost reductions and operating efficiencies. Net loss for the three months ended MarchJune 31,30, 2026, which includes the impact of net noncash charges and credits totaling $1.6$2.5 million, was $4.1$4.4 million or $(1.772.70) per share, compared to a net loss of $4.2$2.8 million, or $(119.7954.24) per share, in the comparable prior year quarter. Excluding net noncash charges and credits, net loss for the three months ended MarchJune 31,30, 2026 was $2.4$1.8 million, compared to a net loss of $3.7$2.0 million in the comparable prior year quarter. The calculation of net loss per share for the three months ended June 30, 2026 included net noncash common stock dividend and deemed dividend related direct charges to accumulated deficit totaling ($575,000) as described at Note 6.
Six Months Ended June 30, 2026 as compared to the Six Months Ended June 30, 2025
Revenue for the six months ended June 30, 2026 totaled $6.0 million, an increase of $293,000 or 5%, compared to $5.7 million for the comparable prior year period. Cost of revenue for the six months ended June 30, 2026 increased $477,000, or 15% to $3.7 million, compared to $3.2 million in the comparable prior year period, driven partially by the 5% increase in revenues for the same periods. As a percentage of revenue, gross profit for the six months ended June 30, 2026 was 39%, compared to 44% for the comparable prior year period.
Total operating expense for the six months ended June 30, 2026 increased $845,000, or 9% to $10.1 million, compared to $9.3 million in the comparable prior year period. Excluding noncash charges and credits totaling $3.6 million and $1.8 million, respectively, operating expense for the six months ended June 30, 2026 and 2025 was $6.5 million and $7.4 million, respectively, reflecting a $909,000, or 12% decrease compared to the prior year period, reflecting the impact of our ongoing focus on cost reductions and operating efficiencies. Net loss for the six months ended June 30, 2026, which includes the impact of net noncash charges and credits totaling $4.2 million, was $8.4 million or $(3.53) per share, compared to a net loss of $7.0 million, or $(160.74) per share, in the comparable prior year period. Excluding net noncash charges and credits, net loss for the six months ended June 30, 2026 was $4.2 million, compared to a net loss of $5.7 million in the comparable prior year period. The calculation of net loss per share for the six months ended June 30, 2026 included net noncash common stock dividend and deemed dividend related direct charges to accumulated deficit totaling ($828,000) as described at Note 6.
The following table sets forth a summary of our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands) (Unaudited):
Comparison of the Results of Operations for the Three and Six Months Ended MarchJune 31,30, 2026 and 2025
Refer to the table summarizing our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 above.
The increase in noncash stock compensation expense for the periods presented was primarily due to shareholder approval of the 2025 Omnibus Stock Incentive Plan in June 2025, and shareholder approval of the increase in the number of shares authorized for issuance under the 2025 Plan to 580,667 shares in October 2025. Prior to June and October 2025, the Company granted minimal equity awards due to a lack of availability of authorized shares under the prior 2014 Stock Incentive Plan. As a result of the increase in the available authorized shares for issuance, in June, November and December 2025 the Company’s Board issued an aggregate of 529,000 equity incentive awards to employees and contractors under the 2025 Plan, as part of Board approved equity incentive programs, with in general, two year vesting periods and a weighted average grant date fair value of $10.98, resulting in an increase in noncash stock compensation expense in the firstthree quarterand ofsix months ended June 30, 2026, compared to the prior year comparable quarter.periods.
Amortization expense for the three and six months ended June 30, 2026 increased due primarily to the acceleration of amortization related to capitalized internal use software costs due to the reduction of the related estimated useful life.
Selling, marketing and advertising expense increaseddecreased $401,000,$370,000, or 17%.18%. The change was primarily due to a $910,000$484,000 reduction in selling, marketing and advertising personnel costs reflecting the impact of fiscal year 2025 headcount reductions in connection with ongoing cost reduction and optimization activities.activities, and an $82,000 decrease in amortization related to the sale of our Mineville digital assets in May 2025 and the fourth quarter 2025 write down of advertiser and agency related intangibles acquired in connection with the fiscal year 2021 acquisition of Mobcrush. The decrease was partially offset by a $308,000$199,000 increase in noncash stock compensation expense in connection with fiscal year 2025 equity incentive award grantsgrants, as described above, and a $180,000$63,000 reduction in selling, marketing and advertising personnel costs allocated to cost of revenue due to an increase in the mix of revenue generating programs utilizing external resources.
Selling, marketing and advertising expense decreased $771,000, or 17%. The change was primarily due to a $1.3 million reduction in selling, marketing and advertising personnel costs reflecting the impact of fiscal year 2025 headcount reductions in connection with ongoing cost reduction and optimization activities, and an $139,000 decrease in amortization related to sale of our Mineville digital assets in May 2025 and the fourth quarter 2025 write down of advertiser and agency related intangibles acquired in connection with the fiscal year 2021 acquisition of Mobcrush. The decrease was partially offset by a $507,000 increase in noncash stock compensation expense in connection with fiscal year 2025 equity incentive award grants, as described above, and a $243,000 reduction in selling, marketing and advertising personnel costs allocated to cost of revenue due to an increase in the mix of revenue generating programs utilizing external resources.
Engineering, technology and development expense decreasedincreased $261,000,$520,000, or 28%,75%, driven primarily by the following:
Engineering, technology and development expense increased $259,000, or 16%, driven primarily by the following:
A summary of the main drivers of the change in general and administrative expense for the periods presented is as follows
On May 19, 2025, the Company entered into the Mineville Purchase Agreement with Mineville, LLC a Delaware limited liability company, pursuant to which the Company agreed to sell, and Purchaser agreed to purchase 100% of the Interests of InPvP for cash consideration totaling $350,000, as described earlier in this Report. The net carrying value of Mineville assets sold totaled $350,000 as of May 19, 2025, which historically were included in intangible assets, net in the condensed consolidated balance sheets, resulting in no gain or loss in connection with the Mineville Sale.
Gain on Sale of Minehut Assets
On February 29, 2024, the Company sold its Minehut Assets to GamerSafer in a transaction approved by the Board. Pursuant to the GS Agreement entered into by and between Super League and GamerSafer, the Company received $1.0 million of purchase consideration for the Minehut Assets. Super League and GamerSafer maintained a commercial relationship which ensures that Minehut can remain an ongoing destination available to Super League’s partners. The carrying value of Minehut related assets totaled $475,000 as of February 26, 2024, comprised of total carrying costs of $1,671,000, net of accumulated amortization of $1,196,000, and historically were included in intangible assets, net in the condensed balance sheets.
The Minehut Purchase Consideration in the GS Agreement was variable pursuant to the guidance set forth in ASC 606. Under ASC 606, “Revenue from Contracts with Customers,” purchase consideration is variable if the amount the Company will receive is contingent on future events occurring or not occurring, even though the amount itself is fixed. As such, the Company estimated the amount of consideration to which the Company will be entitled, in exchange for transferring the Minehut Assets to GamerSafer, utilizing the expected value method which is the sum of probability-weighted amounts in a range of possible consideration outcomes over the applicable contractual payment period, resulting in an estimated receivable of $619,000. Amounts collected in excess of the estimated purchase consideration recorded at contract inception, up to the $1.0 million stated contractual amount of purchase consideration, were recognized as additional gains on the sale of Minehut Assets when realized. Additional gains on the sale of the Minehut Assets subsequent to the initial accounting for the transaction for the three months ended March 31, 2025, totaled $243,000. From the date of sale of the Minehut Assets through December 31, 2025, the Company calculated royalties due from GamerSafer, applied against the Minehut Purchase Consideration receivable pursuant to the GS Agreement, totaling $1,000,000.
The Series AAA Junior-3 and Series AAA Junior-4 subscription agreements entered into in September 2024, included the sale of an aggregate of 1,096 units (the “Units”), each Unit consisting of (i) one share of newly designated Series AAA-3 Junior Convertible Preferred Stock or Series AAA-4 Junior Convertible Preferred Stock, as reflected in the table above, and (ii) a warrant to purchase 3 shares of the Company’s common stock (the “September 2024 Series AAA Junior Investor Warrants”), at a purchase price of $1,000 per Unit, for aggregate gross proceeds to the Company of approximately $1,096,000.
The September 2024 Series AAA Junior Investor Warrants do not meet the requirements for equity classification, and therefore, the fair value of the September 2024 Series AAA Junior Investor Warrants are recorded as a liability on the balance sheet and re-valued at each reporting date, with changes in the fair value reported in the statements of comprehensive income (loss). The change in fair value for the September 2024 Series AAA Junior Investor Warrants for the three and six months ended MarchJune 31,30, 2026 and 2025 totaled $0 and $0, respectively. The change in fair value for the September 2024 Series AAA Junior Investor Warrants for the three and six months ended June 30, 2025 totaled ($58,000) and $(270,000328,000), respectively.
The Placement Agent Warrants issued in connection with the Series A Preferred Stock, Series AA Preferred Stock and Series AAA Preferred Stock (including the Exchange) are not eligible for the scope exception under ASC 815, and therefore, the fair value of the Placement Agent Warrants are recorded as a liability on the balance sheet and re-valued at each reporting date, with changes in the fair value reported in the statements of comprehensive income (loss). The change in fair value for the Placement Agent Warrants for the three and six months ended MarchJune 31,30, 2026 totaled $0 and $(4,000), respectively. The change in fair value for the Placement Agent Warrants for the three and six months ended June 30, 2025 totaled $(4,00086,000) and $(447,000533,000), respectively.
Interest expense, including change in fair value of promissory notes carried at fair value, primarily reflects the change in fair value of debt accounted for under the fair value option (“FVO”) as described at Note 2. Interest expense for the periods presented was comprised of the following (Unaudited):
Deferred Financing Costs
On June 3, 2026, the Company entered into the Series C Redemption Agreement with the Series C Holder pursuant to which the Company and the Series C Holder, among other items, agreed to the termination of a certain equity purchase agreement between the Series C Holder and the Company, dated July 10, 2025 (the “Series C Purchase Agreement”), including, without limitation, the termination of any and all agreements, instruments and documents entered into in connection therewith, so that neither the Company nor the Series C Holder shall have any further rights, obligations, or liabilities under the Series C Purchase Agreement (“Series C Redemption”). In connection with the termination of the equity purchase agreement, the Company expensed $825,000 of deferred financing costs which are reflected in other income (expense) in the statement of comprehensive income (loss) for the three and six months ended June 30, 2026. Of the total deferred financing costs expensed, $600,000 related to the Commitment Stock issued to Yield Point and therefore represented noncash financing costs.
Interest expense for the periods presented was comprised of the following (Unaudited):
The Company paid debt issuance costs totaling $132,000$7,000 and $139,000 for the three and six months ended June 30, 2025 in connection with the issuance of the Agile II Note and the Diagonal Note,I & II Notes, as described at Note 5, which is included in “Other” in Other Income and expense in the condensed statements of comprehensive income (loss) for the three and six months ended MarchJune 31,30, 2025.
Cash and cash equivalents totaled $4.2$1.1 million and $14.4 million at MarchJune 31,30, 2026 and December 31, 2025, respectively. As of MarchJune 31,30, 2026 and December 31, 2025, short term investments, which were comprised of direct investments in highly liquid, AA and A-1+ rated, U.S. government securities with a weighted average maturity of three years, totaled $7,124,000$5.5 million and $0, respectively. The change in cash and cash equivalents for the periods presented reflects the impact of operating, investing and financing cash flow related activities as described below.
We have historically incurred net losses and negative cash flows from operating activities and may continue to incur net losses and negative cash flows from operating activities as we execute our business strategy. For the six months ended June 30, 2026, we incurred a net loss of $8.4 million and used $4.7 million of cash in operating activities. Net loss for the six months ended June 30, 2026 included $4.2 million of noncash charges, including noncash intangible asset amortization totaling $1.5 million, noncash stock compensation totaling $2.1 million and noncash deferred financing costs of $600,000. Excluding noncash charges and credits, our net loss for the six months ended June 30, 2026 was $4.2 million. Refer to the heading, “Executive Summary” above for additional information.
Since approximately May 2024, the Company implemented a number of operating expense reduction initiatives designed to decrease future operating cash outflows. These actions included workforce optimization, vendor contract renegotiations, reduced discretionary spending, and restructuring of non-core activities. Excluding noncash charges, these operating expense reductions resulted in a decrease in operating expense of 15% and 12% for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, respectively. Excluding noncash charges, these operating expense reductions resulted in a decrease in operating expense of approximately 28% for the year ended December 31, 2025 compared to the year ended December 31, 2024.
As of June 30, 2026, we had cash and cash equivalents of $1.1 million and investments in marketable securities of $5.5 million, resulting in total cash, cash equivalents and marketable securities of approximately $6.7 million. Our principal uses of liquidity are expected to include funding our operations, including personnel costs, technology and infrastructure costs, working capital requirements, capital expenditures and other general corporate purposes.
We regularly evaluate our liquidity requirements, including our expected operating expenses, capital requirements and contractual obligations, based on our current operating plans and expectations. Based on our current working capital, operating plan and forecasted cash requirements, we believe that our existing cash, cash equivalents and marketable securities will be sufficient to meet our working capital requirements, anticipated capital expenditures and other cash requirements for at least the next 12 months from the date of issuance of these financial statements.
Our estimates of future cash requirements and available liquidity are based on estimates and assumptions and our actual cash requirements may differ materially from our current expectations. Our future capital requirements will depend on numerous factors, including our operating performance, the timing and extent of expenditures in support of our business strategy, our ability to generate revenue and cash flows from operations, and other factors described under “Risk Factors.” We may from time to time seek additional financing through the issuance of equity or debt securities or other financing arrangements to support our business strategy or for other corporate purposes. However, our current operating plan does not depend upon obtaining additional financing to meet our obligations for at least the next 12 months from the date of issuance of these financial statements.
Cash Flows for the ThreeSix Months Ended MarchJune 31,30, 2026 and 2025
The following table summarizes the change in cash and cash equivalents balances for the periods presented (dollars in thousands) (Unaudited):
Net cash used in operating activities during the threesix months ended MarchJune 31,30, 2026, primarily reflected our GAAP net loss, net of adjustments to reconcile net GAAP loss to net cash used in operating activities, which included noncash stock compensation charges of $1,115,000,$2.1 million, depreciation and amortization charges of $547,000,$1.5 million, change in fair value of warrant liabilities of ($4,000), amortization/accretion of premium/discount on marketable securities of ($11,000$21,000), the noncash write off of deferred financing costs of $600,000, and net changes in working capital of ($119,000$476,000). Changes in working capital primarily reflected the impact of the management and settlement of receivables and payables in the ordinary course.
Net cash used in operating activities during the threesix months ended MarchJune 31,30, 2025, primarily reflected our GAAP net loss, net of adjustments to reconcile net GAAP loss to net cash used in operating activities, which included noncash stock compensation charges of $284,000,$759,000, depreciation and amortization charges of $547,000,$1.1 million, net changes in fair value of certain liabilities of ($281,000$560,000), noncash gain on sale of Minehut assets of ($152,000) and net changes in working capital of 1,720,000.$1.9 million. Changes in working capital primarily reflected the impact of the management and settlement of receivables and payables in the ordinary course.
Acquisition of Misfits Ads Assets
At the Misfits Closing, the Company paid the following consideration for the Misfits Purchased Assets: (i) a cash payment in the amount of $1.5 million (the “Misfits Closing Cash Consideration”), (ii) 26,768 shares of common stock (the “Misfits Closing Shares”), (iii) a pre-funded common stock purchase warrant to purchase 509,682 shares of common stock (the “Misfits Pre-Funded Warrant,” and the shares issuable upon exercise of the Misfits Pre-Funded Warrant, the “Misfits PFW Shares”), and (iv) a common stock purchase warrant to purchase 536,450 shares of common stock, with an exercise price of $18.00 (the “Misfits Warrant”, and the shares issuable upon exercise of the Misfits Warrant, the “Misfits Warrant Shares”)(the Misfits Closing Shares, the Misfits PFW Shares, and the Misfits Warrant Shares collectively, the “Misfits Closing Share Consideration”). Pursuant to the terms and subject to the conditions of the Misfits Purchase Agreement, on the one-year anniversary of the Misfits Closing, the Company will pay an additional cash payment in the amount of $300,000 (the “Delayed Cash Payment”).
On Januarythe 5, 2026 (“Bounce Effective Date”)Date, the Company acquired Let’s Bounce, Inc. (“Bounce”), a marketing technology company focused on enabling scalable, measurable brand engagement inside gaming and UGC environments. The total purchase price for Bounce, which was structured as an asset acquisition, was $200,000, payable as follows: (a) $75,000 at closing; (b) $25,000 on the three-month anniversary of closing; and (c) $100,000 on the six-month anniversary of closing. In addition, pursuant to the terms and subject to the conditions of the Bounce Asset Purchase Agreement, up to $325,000 is contingently payable in connection with the achievement of certain net revenue milestones for the Bounce assets acquired during the year ended December 31, 2026 (“Bounce Contingent Consideration”) (the “Bounce Acquisition”).2026. The Bounce Acquisition provides the Company with an existing pipeline of opportunities, enabling more efficient in-game marketing programs, the addition of turnkey loyalty solutions to drive advertiser outcomes, and a roadmap to more automated campaign measurement. Refer to Note 4 for additional information.
Investment in Hide or DieOOF! Roblox Game
In January 2026, the Company acquired economic and contractual interests in the Roblox digital property commonlyHOO referred(formerly toknown as “Hide or Die!,” (“HOD”) pursuant to anthe InvestmentHOO and Brand Partnership Agreement (“HOD Agreement”) dated January 5, 2026.Agreement.
Pursuant to the HODHOO Agreement, the Company transferred total consideration of $202,000 in exchange for certain rights associated with the Hide or DieOOF! digital property. The consideration consisted of $165,000 in cash and 4,326 shares of the Company’s restricted common stock valued at $37,000. In connection with the investment, the Company obtained (i) a fifteen percent (15.0%) equity ownership interest in Hide or DieOOF!, (ii) a contractual right to receive fifteen percent (15.0%) of Hide or DieOOF!’s gross revenue, as paid in Robux post-Roblox split, for the existence of the game, (iii) a contractual right to receive a twelve percent (12.0%) fee on certain direct brand transactions, and (iv) exclusive rights with respect to certain brand partnership opportunities and related placement economics. The agreement also contains a right of first refusal with respect to future sales of equity ownership interests and economic interests in the property. Management evaluated these rights to determine which elements represent distinct assets and how the total consideration should be allocated to the assets acquired. The Company utilized the relative fair value method to allocate total consideration to the identifiable elements based on their relative standalone fair values as of the HODHOO Effective Date. Refer to Note 4 for additional information.
SLE insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-05-06 | Kalutkiewicz Robert |
Grant/award | 6,820 | — | — |
Well-known investors holding SLE (13F)
None of the 59 investors we track reported a position in their latest 13F.